Second Closing Condition definition

Second Closing Condition means the actual effectiveness of the Registration Statement as defined in Section 11.1 hereunder. A Second Closing will not take place in connection with any amount of Second Closing Notes for which sufficient Shares have not been registered in an effective Registration Statement as of the Second Closing Date.
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Second Closing Condition means the actual effectiveness of the Registration Statement as defined in Section 11.1
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Second Closing Condition has the meaning set forth in Section 4.1(c).
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Examples of Second Closing Condition in a sentence

  • The “Second Closing Date” shall be on or before the fifth business day after the compliance with the Second Closing Condition as defined in Section 1(d) of this Agreement (the “Second Closing Date”).

  • The closing date in relation to up to One Million One Hundred and Fifty Thousand Dollars ($1,150,000) (the “Second Closing Purchase Price”) shall be on or before the fifth business day after the compliance with the Second Closing Condition as defined in Section 1(d) (the “Second Closing Date”).

  • The closing date in relation to up to $3,125,000 in exchange for $2,500,000 of Aggregate Purchase Price (the “Second Closing Purchase Price”) shall be on ten business days prior notice by the Company to the Subscribers on or before the forty-fifth day after the satisfaction of the Second Closing Condition (as defined in Section 1.(d) below) and satisfaction of the other conditions to Closing stated therein (the “Second Closing Date”).

  • As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.” 2.3 Modified Second Closing Condition.

  • The closing date in relation to up to Seven Hundred and Fifty Thousand Dollars ($750,000) (the "Second Closing Purchase Price") shall be on or before the seventh business day after the Second Closing Condition Satisfaction Date (as defined in Section 2 (c) below) (the "Second Closing Date").

  • In consideration of the covenants and -------------------------- promises of the Company contained herein, each Releasor hereby waives, releases and gives up any and all direct and indirect present and future claims and rights which it may have against the Company, arising out of or related to the Liquidated Damages, the Additional Securities and the Second Closing Condition.

  • The filing date of the Form 8-K is the Second Closing Condition Satisfaction Date.

  • The “ Second Closing Date” shall be on or before the fifth business day after the compliance with the Second Closing Condition as defined in Section 1(d) of this Agreement (the “ Second Closing Date”).

  • The Second Closing Condition must be satisfied on or before March 31, 2007 [sixty (60) days after Initial Closing Date] ("Final Condition Date") otherwise the Second Closing will not occur.

  • The closing date in relation to up to ONE MILLION ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($1,250,000) (the "SECOND CLOSING PURCHASE PRICE") shall be on or before the fifth business day after the compliance with the Second Closing Condition as defined in Section 1(d) (the "SECOND CLOSING DATE").


More Definitions of Second Closing Condition

Second Closing Condition means the first to occur of (i) the actual effectiveness of the Registration Statement as defined in Section 11.1(iv) hereunder, or (ii) THE DELIVERY BY COMPANY WITHIN FIVE DAYS OF THE "SECOND CLOSING" OF CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND ALL ENTITIES WHICH ARE OR WILL BE DIRECT or indirect subsidiaries of the Company after the closing of the transaction described in the Letter of Intent ("ACQUISITION"), all in order to satisfy the requirements of Form 8-K after giving effect to the Acquisition, pursuant to General Accepted Accounting Principals in the United States, including a balance sheet, results of operations, cash flows and supporting schedules and consolidated financial statements for the FISCAL YEAR ENDED MARCH 31, 2006 AND the latest interim period, and all in form and substance reasonably acceptable to Subscriber.
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Second Closing Condition means the acceptance for filing by the Commission from the Company of a Form 8-K which discloses the execution of a binding irrevocable agreement for the acquisition by the Company of an entity which will become a subsidiary of the Company ("Acquisition"). The filing date of the Form 8-K is the Second Closing Condition Satisfaction Date. The Second Closing Condition must be satisfied on or before March 31, 2007 [sixty (60) days after Initial Closing Date] ("Final Condition Date") otherwise the Second Closing will not occur.
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Second Closing Condition means the first to occur of (i) the actual effectiveness of the Registration Statement as defined in Section 11.1(iv) hereunder, or (ii) the delivery by the Company on or before January 31, 2007 of certified consolidated financial statements of the Company and all entities which are or will be direct or indirect subsidiaries of the Company after the closing of the transaction described in the Letter of Intent (“Acquisition”), all in order to satisfy the requirements of Form 8-K after giving effect to the Acquisition, certified by an independent certified public accountant, pursuant to General Accepted Accounting Principals in the United States, including a balance sheet, results of operations, cash flows and supporting schedules and consolidated financial statements for the fiscal year ended March 31, 2006, and all in form and substance reasonably acceptable to Subscriber.
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Related to Second Closing Condition

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Second Closing has the meaning set forth in Section 2.2.

  • Second Closing Date means the date of the Second Closing.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).

  • Additional Closing has the meaning set forth in Section 2.3.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Qualifying condition means a condition described in Section 26-61a-104.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Put Closing shall have the meaning set forth in Section 2.3.8.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Additional Closing Date has the meaning set forth in Section 3.